0000950130-02-007103 Sample Contracts

U.S.I. HOLDINGS CORPORATION (a Delaware corporation) · Shares of Common Stock PURCHASE AGREEMENT
Purchase Agreement • October 17th, 2002 • Usi Holdings Corp • Insurance agents, brokers & service • New York

This Lock-Up Agreement shall terminate and be of no further force or effect if at any time after the date hereof Merrill Lynch shall indicate to the Company in writing that it no longer wishes to proceed with the public offering of the Securities or if the Company informs Merrill Lynch in writing of its intention not to proceed with the public offering of the Securities with Merrill Lynch serving as a representative of the several underwriters.

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SETTLEMENT AGREEMENT
Settlement Agreement • October 17th, 2002 • Usi Holdings Corp • Insurance agents, brokers & service

This Settlement Agreement (the “Agreement”), is made as of October 9, 2002, by and between Gary J. Missigman (“Missigman”), individually and as debtor and debtor-in-possession, and USI Northeast, Inc. (“USI Northeast”). Missigman and USI Northeast are referred to collectively herein as the “Parties”. U.S.I. Holdings Corporation (“USI Holdings”) is a signatory to this Agreement only as a guarantor under Paragraph 2 hereof.

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